Executive Agreement - President

8/10/2019 Executive Agreement - President

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Executive AgreementPresident

This executive employment agreement (Agreement), effective as of the ___ day

of ________, 2014, is made by and between ABC Corp., a Florida corporation, (the

Company), and Donald Duck, an individual residing in the state of Florida (the

"Executive"). The Company and the Executive are collectively referred to herein as the

Parties. For purposes of this Agreement, references to the Company shall include

ABC Corp., and its affiliate and subsidiary ABCD Corp., a Florida corporation.

RECITALS

Whereas, Executive developed and formulated certain technologies and in connection

therewith founded the Company and its predecessor, ABCD Corp., a Florida limited

liability company (the Predecessor);

Whereas, the Company is in the business of developing and distributing certain

products and/or services utilizing the technologies related to and developed by

Executive;

Whereas, since founding the Company, the Executive has served in the capacity of its

President and Director from time to time and the Company desires to execute this

Agreement to formalize the engagement of the Executive as the Companys President

and Chairman of the Board of Directors;

Whereas, the Executive desires to be employed by the Company in the foregoingcapacities upon the terms and conditions hereof; and

Whereas, the parties desire to enter into this Agreement to establish the respective

rights, limitations and obligations of both the Company and the Executive with respect to

the Executives employment, the Confidential Information, the Inventions and

Intellectual Property, all as defined herein, and the other matters set forth herein.

Now Therefore, in consideration of the employment of the Executive by the Company,

the compensation paid to the Executive and the Parties hereto continuing to provide

Confidential Information to one another, as well as the other mutual promises and

consideration hereinafter contained, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto agree as follows:

1. Term.


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This agreement shall begin upon execution hereof and continue until terminated (the

"Termination Date"). Unless otherwise extended, the Termination Date be the earlier of:

(A) the death, disability or resignation of the Executive, or (B) removal for Cause as

defined by Section 4(C) hereof.

2. Position and Duties.

During the Employment Term, the Executive shall serve as President and Chairman of

the Companys Board of Directors. The Executive will perform such employment duties,

consistent with his position, and as determined by the Board from time to time. The

Executive shall devote his full productive time and service, energy and ability to the

proper and efficient conduct of the Company's business. The Executive may only

devote reasonable periods of time to service as an officer, director or employee of other

businesses, with the prior written approval and consent by 100% of the Board of

Directors, to the extent that such service does not interfere with the performance of hisobligations hereunder. Similarly, the Executive may engage in such charitable or

community activities as shall not interfere with the performance of his obligations

hereunder. The Executive shall observe and comply with all lawful and reasonable

rules of conduct set by the Board for executives of the Company, and shall endeavor to

promote the business, reputation and bests interests of the Company.

3. Compensation.

(A) Base Compensation.

As defined in further detail below, during the Employment Term the Company shall pay

the Executive base compensation (Base Compensation), subject to annual increases,

as the Board, in its sole discretion, may determine. The Base Compensation shall be

paid in U.S. Dollars in accordance with the Company's normal payroll practices. The

Base Compensation paid to the Executive shall be _____________ US Dollars (US$

______) per year, payable bi-weekly in arrears.

(B) Other Compensation.

(i) Annual Bonus: The Executive shall be eligible to receive a Bonus (the Bonus) each

year as determined by the Board. The Bonus shall be paid on or before January 31, of

each year for the preceding year, with the first Bonus being paid on or before January

31, 2015, for the calendar year ending December 31, 2014.


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(ii) Stock Options: The Executive shall be eligible to receive one hundred thousand

(100,000) Stock Options to purchase the Companys Class A Common Stock each year

pursuant to the 2014 Incentive Plan established by the Company under the terms and

conditions of the Plan and any Stock Option Agreement.

(C) Expenses. The Executive shall be entitled to receive prompt reimbursement for all

reasonable business expenses pre-approved in writing by the Chief Executive Officer

(exclusive of any commuting expenses) incurred by him in the course of his

employment by the Company.

(D) Insurance, Vacation, Holidays.

(i) Insurance: The Executive shall be entitled to participate in or receive benefits on the

same basis as other executive officers of the Company under any employee benefit

plans and arrangements applicable to senior management including life insuranceplans, pension and profit-sharing plans, medical and health plans or other employee

welfare benefit plans, annual paid vacation, sick leave, sick pay and short-term and

long-term disability benefits and holidays, as in effect from time to time.

(ii) Vacation: The Executive shall be entitled to receive two (2) weeks of paid vacation

per contract year. Such vacation days shall accrue and become vested on the first

anniversary day of each year of the Employment Term. This benefit shall be reviewed

by the Board of Directors and the Executive from time to time and increased when

appropriate.

(iii) Holidays: The Executive shall be entitled to the designated Company holidays.

4. Termination.

The Executive's employment by the Company pursuant hereto is subject to termination

during the Employment Term as follows:

(A) Death. The Executive's employment hereunder shall terminate upon his death. In

such event, the Executives Base Compensation and any prorated amount of the

Bonus, if any, shall be paid through the da te of the Executives death. Eligibility for all

other benefits shall be determined by the terms of any applicable plan or program.

(B) Disability. The Company may, by written notice to the Executive, terminate the

Executive's employment if, as a result of the Executive's incapacity due to physical or

mental illness, the Executive shall have been absent from his duties hereunder for


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ninety (90) consecutive days or for a total of one hundred eighty (180) days in any three

hundred sixty five (365) day period (the Disability Period). In the event of such

termination, the Executive shall receive the same benefits payable in the event of death;

provided however that, if the Company should adopt a disability policy at any time

during the Employment Term, the terms of such policy shall govern.

(C) Termination by the Company for Cause or Executive's Voluntary Termination.

The Company shall be entitled to terminate the Executive's employment for Cause, at

any time, upon approval by both the disinterested majority of the Companys (i)

shareholders, and (ii) Board of Directors Cause is defined as:

(i) fraud or embezzlement on the part of the Executive;

(ii) conviction of or the entry of a plea of nolo contendere by the Executive to any felony

or other crime of fraud or moral turpitude; or

(iii) any act of willful or negligent misconduct by the Executive which is either intended

to result in substantial personal enrichment of the Executive at the expense of the

Company or any of its subsidiaries or affiliates, or has a material adverse impact on the

business or reputation of the Company, any of its subsidiaries or affiliates, or directors

or other officers (such determination to be made by the Company's Board of Directors in

the good faith exercise of its reasonable judgment).

In the event of termination for Cause, the Executives Base Compensation and other

benefits shall be paid through the Date of Termination (as hereafter defined), and theExecutive shall have no further rights to compensation or benefits other than as

determined by the terms of any applicable plan or program. The Executive shall not be

eligible to receive any portion of his Annual Bonus.

The Executive may terminate his employment hereunder voluntarily at any time with

ninety (90) days written notice to the Board. In the event of the Executives voluntary

termination, the Executive shall be entitled to receive his Base Compensation and

prorated Bonus, if any, and benefits through the Termination Date.

5. Confidential Information.

(A) Executive acknowledges that in the course of performing his duties on behalf of the

Company he may, from time to time, be placed in a position of trust and confidence in

which he uses, receives or contributes to the creation of confidential and/or proprietary

information (the Confidential Information) relative to the Company or the


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Predecessors operationsincluding its inventions (Inventions). Inventions shall include

but not be limited to the Company or Predecessors: (i) business, manufacturing,

marketing, legal and accounting methods, policies, plans, procedures, strategies and

techniques, know-how; (ii) discoveries, developments, designs, improvements,

inventions, blueprints, formulae, processes, techniques, computer programs, strategies,

and data, whether or not patentable or registerable under copyright or similar statutes,

(iii) information regarding the development of inventions and technologies, trade

secrets, including the formulas, methods, processes, standards and devices associated

with and used at any time in the Company or Predecessor s business; (iv) information

concerning the Companys earnings and methods for doing business; (v) technical

information, such as patterns, designs and product specifications; discoveries,

developments, designs, improvements, inventions, blueprints, formulae, processes,

techniques, computer programs, strategies, and data, whether or not patentable or

registerable under copyright or similar statutes, known, made, conceived, reduced to

practice or learned by the Executive, either alone or jointly with others, during the periodof employment that relate specifically to the Companys business (including computer

systems and engineering facilities) owned, leased or contracted for by the Company (vi)

patents, patent applications, trade names, trademarks, and all intellectual property; (vii)

names, addresses and telephone numbers of the Companys employees, vendors,

consultants, and suppliers; (viii) customer lists and the names, addresses and

telephone numbers of the Companys customers and prospective customers; (ix)

pricing, credit and financial information; and (x) any and all other data or information

relating to or used in the operations and business of the Company or the Predecessor.

For purposes hereof, Confidential Information does not include, and there shall be noobligation hereunder with respect to information that is or becomes generally available

to the public other than as a result of a disclosure by Executive in violation of the terms

of this Agreement.

(B) The Executive recognizes that the services to be performed by him hereunder are

special, unique and extraordinary and that, by reason of his employment with the

Company and the use or disclosure of Confidential Information would cause the

Company substantial loss and damage which could not be readily calculated and for

which no remedy at law would be adequate. Accordingly, the Executive agrees that he

will not (directly or indirectly) at any time, whether during or after the Employment Term

knowingly use for an improper personal benefit any Confidential Information that is

known to him or he may learn or has learned by reason of his employment with the

Company or Predecessor.


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(C) Executive will safeguard the Confidential Information and will use and/or disclose

the Confidential Information only as necessary to further the Companys business

interests. After Executives employment has ended, regardless of the reason and

whether initiated by the Company or by Executive, Executive will not use and/or

disclose the Companys Confidential Information at any time, at any place, for any

reason except as required by law. In the event Executive is required to disclose any

Confidential Information by order of any court of competent jurisdiction or other

governmental authority or is otherwise legally required to do so, Executive shall timely

inform the Companys Chief Executive Officer and Board of Directors of all such legal or

governmental proceedings so that the Company may attempt by appropriate legal

means to limit such disclosure.

(D) Within ten (10) days of Executives separation from the Company, regardless of the

reason and whether initiated by the Company or by Executive, Executive will return to

the Company, retaining no copies, any and all files, records, correspondence (otherthan personal correspondence), documents, drawings and specifications, which relate

to or reflect the Confidential Information.

6.

Non-Competition.

(A) During the Employment Term and for a period of thirty six (36) months after the

Termination Date (the "Restricted Period"), the Executive shall not directly or indirectly,

for his own account or for the account of others, serve as an officer, director,

stockholder, owner, partner, employee, promoter, consultant, advisor, manager or

otherwise participate in the promotion, financing, ownership, operation, or managementof, or assist in or carry on through a proprietorship, corporation, partnership or other

form of business entity or otherwise that competes or intends to compete against the

Company or any of its affiliates or customers, or that provides any service or product

similar to those offered by the Company or any of its affiliates or subsidiaries.

(B) During the Restricted Period, the Executive shall not, whether for his own account or

for the account of any other person (excluding the Company):

(i) solicit or contact in an effort to do business with any person who was a customer or a

potential customer of the Company during the Restricted Period, or any affiliate of any

such person;

(ii) solicit or induce any of the Company's employees to leave their employment with the

Company or accept employment with anyone except the Company; or


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(iii) solicit or induce any of the Company's vendors, independent contractors or other

service providers to provide servicers to anyone other than the Company; or

(iv) interfere in a similar manner with the business of the Company.

(v) The Executive shall not undertake any effort, nor tolerate or cooperate in the

undertaking of any effort by any third party or parties to circumvent his duties set forth

hereunder, substitute the performance of any right or duty set forth hereunder without

the express prior written approval of the Company.

Nothing in this Section 6 shall prohibit the Executive from acquiring or holding any issue

of stock or securities of any Person that has any securities registered under Section 12

of the Securities Exchange Act of 1934, listed on a national securities exchange or

quoted on the automated quotation system of the Financial Industry Regulatory

Authority so long as the Executive is not deemed to be an "affiliate" of such Person assuch term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act and

the Executive, members of his immediate family, or persons under his control do not

own or hold more than five percent (5%) of any voting securities of any such Person.

Nothing herein shall prohibit or preclude the Executive from performing any other types

of services that are not precluded by this Section 6 for any other Person.

(C) The Executive has carefully read and considered the provisions of this Section 6

and, having done so, agrees that the restrictions set forth in this Section 6 (including the

Restricted Period, scope of activity to be restrained and the geographical scope) are fair

and reasonable and are reasonably required for the protection of the interests of theCompany, its officers, directors, employees, creditors and shareholders. The Executive

understands that the restrictions contained in this Section 6 may limit his ability to

engage in a business similar to the Company's business, but acknowledges that he will

receive sufficiently high remuneration and other benefits from the Company hereunder

to justify such restrictions.

7. Inventions & Intellectual Property.

(B) Disclosure. The Executive shall promptly disclose to the Company (or any personsdesignated by it all Inventions as defined in Section 5 hereof, known, made, conceived,

reduced to practice or learned by the Executive, either alone or jointly with others,

during the period of employment and shall disclose all other discoveries, developments,

designs, improvements, inventions, formulae, processes, techniques, computer

programs, strategies, blueprints and data, whether or not patentable or registerable


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under copyright or similar statutes, made or conceived or reduced to practice or learned

by the Executive, either alone or jointly with others, during the period of employment.

(B) Ownership of Inventions & Intellectual Property.

(i) All Inventions used in connection with or relative to the Business shall be the sole

property of the Company and its assigns, and the Company and its assigns shall be the

sole owner of all intellectual property including patents, copyrights, trade secrets,

trademarks and other rights in connection therewith (the Intellectual Property). The

Executive does hereby assign to the Company any rights the Executive may have or

acquire in such Inventions and Intellectual Property. The Executive shall assist the

Company (at the Companys expense) in obtaining and, from time to time, enforcing

patents, copyrights, trademarks and other rights and protections relating to said

Inventions in any and all countries. The Executive will execute all documents necessary

to apply for and obtain such patents, copyrights, trademarks and other rights andprotections on such Inventions and Intellectual Property as the Company may request,

together with any assignments thereof to the Company or persons designated by it.

The Executives obligation to assist the Company in obtaining and enforcing patents,

copyrights, trademarks and other rights and protections relating to such Inventions shall

continue beyond the termination of employment, but the Company shall compensate the

Executive at a reasonable rate after the Executives termination, for time actually spent

by the Executive at the Companys request on such assistance.

(ii) In the event the Company is unable, after reasonable effort, to secure the

Executives signature on any document or documents needed to apply for or prosecuteany patent, copyright or other right or protection relating to an Invention, for any reason

whatsoever, the Executive does hereby irrevocably designate and appoint the Company

and its duly authorized officers and agents as his agent and attorney-in-fact, to act for

and on his behalf to execute and file any such application or applications and to do all

other lawfully permitted acts to further the prosecution and issuance of patents,

copyrights or similar protections solely with respect to Inventions with the same legal

force and effect as if executed by the Executive and the Executive does ratify, affirm

and approve all such lawfully permitted acts accordingly.

8. Specific Performance.

The Executive acknowledges that a breach of any of the covenants contained in this

agreement may result in material, irreparable injury to the Company for which there is

no adequate remedy at law, that it will not be possible to measure damages for such

injuries precisely and that, in the event of such a breach, any payments remaining under


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the terms of this Agreement shall cease and the Company, without posting any bond,

shall be entitled to obtain a temporary restraining order and a preliminary or permanent

injunction restraining the Executive from engaging in activities prohibited by this

Agreement or such other relief as may be required to enforce any of the covenants

contained in this agreement.

9. Successors; Binding Agreement.

(A) The Company will require any successor (whether direct or indirect, by purchase,

merger, consolidation or otherwise) to all or substantially all of the Business or assets of

the Company to expressly assume and agree to perform this Agreement in the same

manner and to the same extent that the Company would be required to perform if no

such succession had taken place. Failure of the Company to obtain such assumption

and agreement prior to the effectiveness of any such succession shall be a material

breach of this Agreement. As used in this Agreement, "Company" shall mean theCompany as defined in this Agreement and any successor to the Business or assets as

aforesaid which assumes and agrees to perform this Agreement by operation of law, or

otherwise.

(B) This Agreement shall inure to the benefit of and be enforceable by the Executive's

personal or legal representatives, executors, administrators, successors, heirs,

distributees, devisees and legatees. If the Executive should die while any amount

would still be payable to him hereunder if he had continued to live, all such amounts,

unless otherwise provided herein, shall be paid in accordance with the terms of this

Agreement to the Executive's spouse or, if there is no such spouse, to the Executive'sestate. This Agreement is personal to the Executive and may not be assigned by him.

10. Option to Purchase.

The Executive shall have certain rights to purchase (the Option) the Companys

securities sold for cash consideration upon the same terms and conditions as those

offered to potential investors in the Corporations future offerings of as more fully set

forth in the Option Agreement attached hereto as Exhibit A and made a part hereof.

11. Notice.

All notices or other communications required or provided to be sent by either party shallbe in writing and shall be sent by: (i) by United States Postal Service, certified mail,return receipt requested, (ii) by any nationally known overnight delivery service for nextday delivery, (iii) delivered in person or (iv) sent by telecopier or facsimile machinewhich automatically generates a transmission report that states the date and time of the


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transmission, the length of the document transmitted and the telephone number of therecipients telecopier or facsimile machine (with a copy thereof sent in accordance withclause (i), (ii) or (iii) above). All notices shall be deemed to have been given uponreceipt. All notices shall be addressed to the parties at the addresses below:

if to the Company then to:

________________________________________________________________________________________________________________________________________

with a copy (which shall not constitute notice) to:Brenda Hamilton, Securities LawyerHamilton & Associates Law Group, P.A.101 Plaza Real, Suite 202 N

Boca Raton Florida [email protected]

with a copy (which shall not constitute notice) to:________________________________________________________________________________________________________________________________________

12. Arbitration of Disputes.

Any controversy or claim arising out of or relating to this Agreement or the breachhereof, other than an action brought by the Company for injunctive or other equitable

relief in the enforcement of the Companys rights shall be settled by arbitration in

accordance with the laws of the State of Florida by three arbitrators, one of whom shall

be appointed by the Company, one by the Executive and the third by the first two

arbitrators. Judgment upon the award rendered by the arbitrators may be entered in

any court having jurisdiction thereof. In the event that it shall be necessary or desirable

for the Executive to retain legal counsel and/or incur other costs and expenses in

connection with the enforcement of any or all of the Executives rights under this

Agreement, the Company shall pay (or the Executive shall be entitled to recover from

the Company, as the case may be) the Executives reasonable attorneys fees and

other reasonable costs and expenses in connection with the enforcement of said rights

(including the enforcement of any arbitration award in court) in the event that an

arbitration award is made in favor of the Executive, unless and to the extent that the

arbitrators shall determine that under the circumstances recovery by the Executive of all

or part of any such fees and costs and expenses would be inequitable or otherwise

unjust.


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13. Attorneys Fees.

The prevailing party in any legal or arbitration proceedings brought by or against the

other party to enforce any provision of this Agreement shall be entitled to recover

against the non-prevailing party the reasonable attorneys' fees, court costs, arbitration

fees and other expenses incurred by the prevailing party.

14. Representations and Warranties.

The Executive hereby represents and warrants that he is willing and able to enter into this

Agreement and to render his services pursuant hereto and that neither the execution and

delivery of this Agreement, nor the performance of his duties hereunder, violates the

provisions of any other agreement to which he is a party or by which he is bound. It is

further provided that the Executive shall indemnify the Company for any and all damages

and/or expenses (including attorneys fees) that may result from a breach of suchrepresentations.

15. Expenses.

Each party shall pay its own expenses incident to the performance or enforcement of

this Agreement, including all fees and expenses of its counsel for all activities of such

counsel undertaken pursuant to this Agreement, except as otherwise herein specifically

provided.

16. Waivers and Further Agreements.

Any waiver of any terms or conditions of this Agreement shall not operate as a waiver of

any other breach of such terms or conditions or any other term or condition, nor shall

any failure to enforce any provision hereof operate as a waiver of such provision or of

any other provision hereof; provided, however, that no such written waiver, unless it, by

its own terms, explicitly provides to the contrary, shall be construed to effect a

continuing waiver of the provision being waived and no such waiver in any instance

shall constitute a waiver in any other instance or for any other purpose or impair the

right of the party against whom such waiver is claimed in all other instances or for all

other purposes to require full compliance with such provision. Each of the parties

hereto agrees to execute all such further instruments and documents and to take all

such further action as the other party may reasonably require in order to effectuate the

terms and purposes of this Agreement.

17. Amendments.


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This Agreement may not be amended, nor shall any waiver, change, modification,

consent or discharge be affected except by an instrument in writing executed by or on

behalf of the party against whom enforcement of any waiver, change, modification,

consent or discharge is sought.

18. Severability.

If any provision of this Agreement shall be held or deemed to be, or shall in fact be,

invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction

or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any

provision with any constitution or statute or rule of public policy or for any other reason,

such circumstance shall not have the effect of rendering the provision or provisions in

question invalid, inoperative or unenforceable in any other jurisdiction or in any other

case or circumstance or of rendering any other provision or provisions herein containedinvalid, inoperative or unenforceable to the extent that such other provisions are not

themselves actually in conflict with such constitution, statute or rule of public policy, but

this Agreement shall be reformed and construed in any such jurisdiction or case as if

such invalid, inoperative or unenforceable provision had never been contained herein

and such provision reformed so that it would be valid, operative and enforceable to the

maximum extent permitted in such jurisdiction or in such case.

19. Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall bedeemed an original, but all of which together shall constitute one and the same

instrument, and in pleading or proving any provision of this Agreement, it shall not be

necessary to produce more than one of such counterparts.

20. Survival.

Sections 3, 4, 5, 6, 7, 8, 11, 10, 12, and 20 shall survive the termination of this

Agreement.

21. Section Headings.

The headings contained in this Agreement are for reference purposes only and shall not

in any way affect the meaning or interpretation of this Agreement.

22. Gender.


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Whenever used herein, the singular number shall include the plural, the plural shall

include the singular, and the use of any gender shall include all genders.

23. Entire Agreement.

This Agreement together with any attachments or Exhibits hereto contains the entire

agreement of the parties and there are no other promises or conditions in any other

agreement, whether oral or written. This Agreement supersedes any prior written or

oral agreements between the parties.

24. Governing Law.

This Agreement shall be governed by and construed and enforced in accordance with

the law (other than the law governing conflict of law questions) of the State of Florida.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and

year first above written.

Executive:

By: _________________________

ABC Corp.

By: _________________________

Return Executed Copy To:Brenda Hamilton, AttorneyHamilton & Associates Law Group, P.A.101 Plaza Real, Suite 202 NBoca Raton Florida [email protected]

Executive Agreement - President

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